No Party. (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Relevant Document and any officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.7 (Third Party Rights) and the provisions of the Third Parties Act.
No Party except as provided otherwise herein or in the respective Ancillary Agreement, shall be entitled (i) to set-off (aufrechnen) any rights and claims it may have against any rights or claims any other Party may have under this Agreement or under any of the Ancillary Agreements or (ii) to refuse to perform any obligation it may have under this Agreement or under any of the Ancillary Agreements on the grounds that it has a right of retention (Zuruckbehaltungsrecht) unless the rights or claims of the relevant Party claiming a right of set-off (Aufrechnung) or retention (Zuruckbehaltung) have been acknowledged (anerkannt) in writing by the relevant other Party or have been confirmed by final decision of a competent court (Gericht) or arbitration court (Schiedsgericht).
No Party. No legal partnership or agency is established by this MOU. None of the Parties are authorized or empowered to act as an agent, employee or representative of the other Party, nor transact business or incur obligations in the name of the other Party or for the account of the other Party. No Party shall be bound by any acts, representations, or conduct of any other Party.
No Party. (other than the Initial ACF Agent or an Ancillary Lender) may take any proceedings against any officer, employee or agent of the Initial ACF Agent or any Ancillary Lender, in respect of any claim it might have against the Initial ACF Agent or an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Initial ACF Finance Document and any officer, employee or agent of the Initial ACF Agent or any Ancillary Lender may rely on this Clause 24.10 subject to Clause 1.3 (Third-party rights) and the provisions of the Third Parties Act.
No Party has the right to assign its rights or the performance of its obligations under this Agreement without the other Party’s prior written consent; a Party, however, may only refuse to consent for good cause; no prior written consent must be obtained from the other Party for assignment of rights or performance of obligations under this Agreement to an Affiliated Company or in the context of disposal of all material assets of the Party concerned. As a result of permissible assignment, this Party shall not be released from its [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. obligations under this Agreement including the obligation to pay licence fees for any Net Selling Prices that the buyer or sub-licensee may generate from the sale of the Contractual Products.
No Party without the prior written consent of the other Parties, may submit, issue or make any statement, posting or comment (whether written, oral, or electronic), including but not limited to in any administrative or judicial tribunal or proceeding, to any person, organization or agency, or on the internet, regarding the Agreement or a Post-Settlement Alignment, that is inconsistent with or contradicts statements within the Joint Statement. Notwithstanding the foregoing, statements made in the Joint Statement describing or summarizing this Agreement shall not be construed as limiting, enlarging or otherwise modifying any rights or obligations under this Agreement, and in the event of any inconsistency between the Joint Statement and this Agreement, this Agreement shall control.
No Party without the prior written consent of the other, shall either issue or cause the issuance of a press release or public announcement or disclose to any third party, either the existence or contents of this Agreement or the transactions contemplated thereby. Provided, however, that Anam may disclose to its potential customers that no patent license exists between TI and Anam. Under this requirement a Party shall be permitted to disclose, under confidentiality and use restrictions, such terms of this Agreement as are reasonably required to be disclosed in response to reasonable requests made by governmental authorities or potential investors or lenders not affiliated with any semiconductor developer or manufacturer in the ordinary course of seeking governmental approvals or for obtaining debt or equity financing, bank credit or the like; provided however that in such event the Party making such a request for approval must seek the review and approval of the other Party, in which case, the requesting Party shall use its best efforts to comply with the recommendations of the other Party as concerns disclosure and confidentiality.
No Party shall divulge or communicate to any person (other than those of its shareholders, directors, employees and professional advisers whose province it is to know the same) or use or exploit for any reason whatsoever this Agreement or the matters contemplated hereby or the information disclosed by any of the other Parties, and shall use its reasonable endeavors to prevent its employees from so acting.